AFF AGRMT RE DIETETIC INTERSHIP WIITH ABRAZO DI.PDF

DIETETIC INTERNSHIP AFFILIATION AGREEMENT
THIS AFFILIATION AGREEMENT (“Agreement”) is made and entered into between
Maricopa County, by and for its Department of Public Health (“MCDPH”), whose principal
office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and Hospitals/Entities
(“Hospital”) indicated below, collectively known as “ABRAZO”, whose principal office is
located at 10020 N. 25th Ave., Phoenix, AZ 85021:
 VHS of Arrowhead, Inc. d/b/a Abrazo Arizona Heart Hospital
 VHS of Arrowhead, Inc. d/b/a Abrazo Arrowhead Campus
 VHS of Phoenix, Inc. d/b/a Abrazo Central Campus
 VHS Acquisition Corporation d/b/a Abrazo Maryvale Campus
 VHS Acquisition Subsidiary Number 1, Inc. d/b/a Abrazo Scottsdale Campus
 Hospital Development of West Phoenix, Inc. d/b/a Abrazo West Campus
 VHS Outpatient Clinics, Inc. d/b/a Abrazo Medical Group
 VHS Acquisition Subsidiary Number 8, Inc. d/b/a Abrazo Region Services.
R E C I T A L S:
A MCDPH offers to enrollees an approved Dietetic Internship.
B Hospital operates comprehensive inpatient facilities licensed in the State of
Arizona (“State”).
C Hospitals are affiliates of Vanguard Health Management, Inc. d/b/a Abrazo
Community Health Network
D MCDPH desires to provide to its interns a clinical learning experience through the
application of knowledge and skills in actual patient-centered situations.
E Hospital has agreed to undertake training activities and to make its facility
available to identified interns of MCDPH for such purposes.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties
hereby agree as follows:
1. RESPONSIBILITIES OF MCDPH.
a. Clinical Program. MCDPH shall be responsible for the implementation
and operation of the clinical component of its program at Hospital (“Program”), which Program
shall be approved in advance by Hospital. Such responsibilities shall include, but not be limited
to, the following (i) orientation of interns to the clinical experience at Hospital; (ii) provision of
classroom theory and practical instruction to interns prior to their clinical assignments at
Hospital; (iii) preparation of intern/patient assignments and rotation plans for each intern and
coordination of same with Hospital; (iv) continuing oral and written communication with
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Hospital regarding intern performance and evaluation, absences and assignments of interns, and
other pertinent information; (v) supervision of interns and their performance at Hospital; (vi)
participation, with the interns, in Hospital’s Quality Assurance and related programs; and (vii)
performance of such other duties as may from time to time be agreed to between MCDPH and
Hospital.
All interns, faculty, employees, agents and representatives of MCDPH participating in the
Program while on Hospital premises (“Program Participants”) shall be accountable to Hospital’s
Administrator. MCDPH shall be responsible for causing all Program Participants to comply with
the terms of this Agreement.
b. Intern Statements. MCDPH shall require each Program Participant to
sign a Statement of Responsibility in the form attached hereto as Exhibit A, and a Confidentiality
Statement in the form attached hereto as Exhibit B.
c. Health of Program Participants. MCDPH shall provide to Hospital
satisfactory evidence that each Program Participant is free from contagious disease and does not
otherwise present a health hazard to Hospital patients, employees, volunteers or guests prior to
his or her participation in the Program. Such evidence shall include without limitation the
completion of a two step tuberculin skin test (within the last six months) or evidence that each
Program Participant is free of symptoms of pulmonary disease if the skin test is positive, a chest
x-ray following a positive TB test result, negative drug screening, physical examination, proof of
rubella, and rubeola immunity by positive antibody titers or 2 doses of MMR, and evidence of
completion of the series of three hepatitis B vaccinations (if required by applicable law or
Hospital policy). See Exhibit C for more detail. MCDPH and/or the Program Participant shall be
responsible for arranging for the Program Participant’s medical care and/or treatment, if
necessary, including transportation in case of illness or injury while participating in the Program
at Hospital. In no event shall Hospital be financially or otherwise responsible for said medical
care and treatment.
d. Dress Code; Meals. MCDPH shall require the interns assigned to
Hospital to dress in accordance with dress and personal appearance standards approved by
MCDPH. Such standards shall be in accordance with Hospital’s standards regarding same.
Program Participants shall pay for their own meals at Hospital.
e. Performance of Services. All faculty provided by MCDPH shall be duly
licensed, certified or otherwise qualified to participate in the Program at Hospital. MCDPH shall
have a specially designated staff for the performance of the services specified herein. MCDPH
and all Program Participants shall perform its and their duties and services hereunder in
accordance with all relevant local, state, and federal laws and shall comply with the standards
and guidelines of all applicable accrediting bodies and the bylaws, rules and regulations of
Hospital and any rules and regulations of MCDPH as may be in effect from time to time.
Neither MCDPH nor any Program Participant shall interfere with or adversely affect the
operation of Hospital or the performance of services therein.
f. OSHA Compliance. MCDPH shall be responsible for compliance by
Program Participants with the final regulations issued by the Occupational Safety and Health
Administration governing employee exposure to bloodborne pathogens in the workplace under
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Section VI(b) of the Occupational Safety and Health Act of 1970, which regulations became
effective March 6, 1992, and as may be amended or superseded from time to time (the
“Regulations”), including, but not limited to accepting the same level of responsibility as “the
employer” would have to provide all employees with (1) information and training about the
hazards associated with blood and other potentially infectious materials, (2) information and
training about the protective measures to be taken to minimize the risk of occupational exposure
to bloodborne pathogens, (3) training in the appropriate actions to take in an emergency
involving exposure to blood and other potentially infectious materials, and (4) information as to
the reasons the employee should participate in hepatitis B vaccination and post-exposure
evaluation and follow-up. MCDPH’s responsibility with respect to the Regulations also shall
include the provision of the hepatitis B vaccination or documentation of declination in
accordance with the Regulations.
g. Training. Prior to a intern’s first assignment at Hospital, the assignment
of a MCDPH employee, agent or representative to work at Hospital or the first date of service of
a faculty member at Hospital, MCDPH shall require that the individual view a videotape
regarding Hospital’s patient information privacy policies and practices provided to MCDPH by
Hospital pursuant to the license grant in Section 13 hereof (the “Video” ) in its entirety and
achieve a passing score (as defined by Hospital from time to time) on the questions at the end of
the Video. MCDPH shall maintain training records for a minimum of six years, including,
without limitation, the names of those interns, MCDPH employees, agents, representatives and
faculty members that viewed the Video, date and time that each viewed the Video and the score
that each received on the questions at the end of the Video (“Training Records”). Further,
MCDPH shall make the Training Records available to Hospital promptly, and without charge,
upon Hospital’s request.
h. Background Verifications. MCDPH acknowledges each Program
Participant shall be required to submit to a complete background check as a condition of
participation in the Program. MCDPH shall provide Hospital with a description of its
background investigation processes, shall attest to Hospital MCDPH has completed a
background check for each Program Participant in the form attached hereto as Exhibit C, and
disclosed to Hospital any positive findings for a Program Participant to the extent permitted by
law and shall provide Hospital or its designee access to the background screening results upon
reasonable notice. A background check will be considered “completed” if it includes, at a
minimum, all of the following elements: (1) 7 year criminal background check in current and
previous counties of residence and employment, (2) confirmation that the Program Participant is
not listed as sexual offender and, if requested by Hospital, in any child abuse registry (3)
evidence that the Program Participant is eligible to participate in all federal and state health
programs and verification that the Program Participant is not on the OIG or SAM exclusion list,
and (4) any other element required by Hospital to meet state law requirements. Hospital shall
have the right to require the withdrawal of any Program Participant in the event that Program
Participant fails to meet the standards established by Hospital for acceptable background.
i. Drug Screens. Drug testing of interns will only be performed in the event
of reasonable suspicion and/or post incident. The screen will be conducted at the facility in
which the intern is attending.
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j. Indemnification. Each Party (as “indemnitor”) agrees to indemnify,
defend, and hold harmless the other party (as “indemnitee”) from and against any and all claims,
losses, damages and expenses (including reasonable attorney’s fees), hereinafter collectively
referred to as “claims,” arising out of the negligent acts, misconduct or omissions of the
indemnitor, its agents, or employees.
2. RESPONSIBILITIES OF HOSPITAL.
a. Hospital shall accept the interns assigned to the Program by MCDPH and
cooperate in the orientation of all Program Participants to Hospital. Hospital shall provide the
opportunities for such interns, who shall be supervised by MCDPH and Hospital, to observe and
assist in various aspects of patient care. Hospital shall coordinate MCDPH’s rotation and
assignment schedule with its own schedule and those of other educational institutions. Hospital
shall at all times retain ultimate control of the Hospital and responsibility for patient care.
b. Upon the request of MCDPH, Hospital shall assist MCDPH in the
evaluation of each Program Participant’s performance in the Program. However, MCDPH shall
at all times remain solely responsible for the evaluation and grading of Program Participants.
3. MUTUAL RESPONSIBILITIES. The parties shall cooperate to fulfill the following
mutual responsibilities:
a. Interns shall be treated as trainees who have no expectation of receiving
compensation or future employment from Hospital or MCDPH.
b. Any courtesy appointments to faculty or staff by either the MCDPH or
Hospital shall be without entitlement of the individual to compensation or benefits for the
appointed party.
4. WITHDRAWAL OF PROGRAM PARTICIPANTS.
a. Hospital may immediately remove from the premises any Program
Participant who poses an immediate threat or danger to personnel or to the quality of medical
services or for unprofessional behavior.
b. Hospital may request MCDPH to withdraw or dismiss a Program
Participant from the Program at Hospital when his or her clinical performance is unsatisfactory
to Hospital or his or her behavior, in Hospital’s discretion, is disruptive or detrimental to
Hospital and/or its patients. In such event, said Program Participant’s participation in the
Program shall immediately cease. Subject to the provisions of Subsection 4.a. above, it is
understood that only MCDPH can dismiss the Program Participant from the Program at Hospital.
5. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that they are
independent contractors, and neither the MCDPH nor any of its agents, representatives, interns or
employees or Program Participants shall be considered agents, representatives, or employees of
Hospital. In no event shall this Agreement be construed as establishing a partnership or joint
venture or similar relationship between the parties hereto. MCDPH shall be liable for its own
debts, obligations, acts and omissions, including the payment of all required withholding, social
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security and other taxes or benefits. No Program Participant shall look to Hospital for any
salaries, insurance or other benefits. The provisions set forth herein shall survive expiration or
other termination of this Agreement regardless of the cause of such termination.
6. NON-DISCRIMINATION. There shall be no discrimination on the basis of race,
national origin, religion, creed, sex, age, sexual orientation, veteran status, disability or other
legally protected classification in either the selection of interns, or as to any aspect of the clinical
training; provided, however, that with respect to disability, the disability must not be such as
would, even with reasonable accommodation, in and of itself preclude the intern’s effective
participation in the Program. To the extent applicable to this Agreement, both parties hereto
agree to comply with all state and Federal laws, rules, regulations, and executive orders as to
equal employment opportunity, non-discrimination and affirmative action including Arizona
Executive Order No. 2009-09.
7. CONFIDENTIALITY.
a. Hospital Information. MCDPH recognizes and acknowledges that, by
virtue of entering into this Agreement and fulfilling the terms of this Agreement, MCDPH and
Program Participants may have access to certain information of Hospital that is confidential and
constitutes valuable, special and unique property of Hospital (“Confidential Information”).
MCDPH agrees that neither MCDPH nor any Program Participant will at any time, (either during
or subsequent to the term of this Agreement), disclose to others, use, copy or permit to be copied,
without Hospital’s express prior written consent, except in connection with the performance of
MCDPH’s and Program Participant’s duties hereunder, any confidential or proprietary
information of Hospital, including, without limitation, information which concerns Hospital’s
patients, costs, or treatment methods developed by Hospital, and which is not otherwise available
to the public. As between Hospital, its affiliates, and MCDPH, any Confidential Information of
Hospital or its affiliates or Data provided to or learned by MCDPH for any purpose, in
connection with any software pursuant to this Agreement, shall be deemed to be the exclusive
property of Hospital. In no event shall MCDPH claim any rights with respect to such
Confidential Information or Data or take any action with respect to such Confidential
Information or Data that is inconsistent with the duties of a bailee for hire or in addition to the
services MCDPH is authorized to provide under this Agreement, without prior written consent of
Hospital or its affiliates. Additionally, MCDPH shall not use, authorize to use or disclose the
Data received from Hospital for the purpose of developing information or statistical compilations
for use by third parties or other division or subsidiary of MCDPH or for any commercial
exploitation, unless otherwise agreed upon in writing by Hospital or its affiliates. Moreover,
MCDPH hereby waives any and all statutory and common law liens it may now or hereafter have
with respect to data derived from Hospital’s or any of its affiliate’s Confidential Information or
Data. For purposes hereof, “Data” means all tangible data elements belonging to Hospital or its
affiliates under the terms of this Agreement. Data specifically includes, but is not limited to,
patient identification information, patient medical records, financial information, business
forecasts, personnel information, customer lists, marketing information, Medicare, Medicaid and
other payor information, reimbursement information, and other information relating to the
business of Hospital or any affiliate thereof or their respective patients, clients or customers.
b. Terms of Agreement. Except for disclosure to MCDPH’s legal counsel,
accountant or financial advisors (none of whom shall be associated or affiliated in any way with
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Hospital or any of its affiliates), neither MCDPH nor any Program Participant shall disclose the
terms of this Agreement to any person, unless disclosure thereof is required by law or otherwise
authorized by this Agreement or consented to by Hospital in writing. Unauthorized disclosure of
the terms of this Agreement shall be a material breach of this Agreement and shall provide
Hospital with the option of pursuing remedies for breach, or, notwithstanding any other
provision of this Agreement, immediately terminating this Agreement upon written notice to
MCDPH.
c. Patient Information. Neither MCDPH nor any Program Participant shall
disclose to any third party, except where permitted or required by law or where such disclosure is
expressly approved by Hospital in writing, any medical record or other patient information
regarding Hospital patients, and MCDPH and Program Participant shall comply with all federal
and state laws and regulations, and all bylaws, rules, regulations, and policies of Hospital and
Hospital’s medical staff, regarding the confidentiality of such information. MCDPH
acknowledges that in receiving or otherwise dealing with any records or information from
Hospital about Hospital’s patients receiving treatment for alcohol or drug abuse, MCDPH and
Program Participant are bound by the provisions of the federal regulations governing
Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part 2, as amended from
time to time.
d. Privacy of Health Information.
MCDPH acknowledges that Hospital must comply with the applicable provisions of the
Administrative Simplification section of the Health Insurance Portability and Accountability Act
of 1996, codified at 42 U.S.C. § 1320 through d-8 (“HIPAA”), and the requirements of any
regulations promulgated thereunder, including, without limitation, the federal privacy regulations
as contained in 45 C.F.R. Parts 160 and 164, and the federal security standards as contained in 45
C.F.R. Parts 160, 162 and 164 (collectively, the “Regulations”). Accordingly, Hospital may only
disclose Protected Health Information, as defined in 45 C.F.R. 164.501, or Individually
Identifiable Health Information, as defined in 42 U.S.C. § 1320d(6) (collectively, “Protected
Health Information”) to an intern for purposes of providing treatment to Hospital patients or
training the intern to be a health care provider. An intern may only request or use Protected
Health Information about a Hospital patient for treatment and Hospital training program
purposes. An intern may only disclose Protected Health Information about a Hospital patient for
treatment purposes to other health care providers involved in the patient’s treatment or to
Hospital’s workforce members involved in the intern’s training program for hospital’s training
program purposes. An intern shall not disclose Protected Health Information to MCDPH or its
faculty, employees, agents or representatives unless direct patient identifiers are removed to
create a limited data set in accordance with the limited data set standard at 45 C.F.R § 164.514(e)
and the disclosure is pursuant to a limited data set use agreement between Hospital and MCDPH
that satisfies Hospital’s obligations under the limited data set standard. An intern may disclose a
patient’s health information that has been de-identified in accordance with the de-identification
standard at 45 C.F.R. § 164.514(a) - (c) to MCDPH or its faculty, employees, agents or
representatives for MCDPH’s use in evaluating the intern.
MCDPH, interns and other Program Participants shall not request, use or further disclose
any Protected Health Information other than for the treatment and training purposes specified in
this Agreement. MCDPH and Program Participants will implement appropriate safeguards to
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prevent the request for, use or disclosure of Protected Health Information other than as permitted
by this Agreement. MCDPH will promptly report to Hospital any uses or disclosures, of which
MCDPH or Program Participants become aware, of Protected Health Information in violation of
this Agreement. In the event that MCDPH contracts with any agents or independent contractors
to whom MCDPH provides Protected Health Information, MCDPH shall include provisions in
such agreements pursuant to which MCDPH and such agents or independent contractors agree to
the same restrictions and conditions that apply to MCDPH with respect to Protected Health
Information. MCDPH will make its internal practices, books and records relating to the use and
disclosure of Protected Health Information available to the Secretary of the United States
Department of Health and Human Services to the extent required for determining compliance
with HIPAA and the Regulations.
In the event a Hospital patient (or the patient’s personal representative) requests access to
Protected Health Information in a Designated Record Set (as defined in 45 C.F.R. § 164.501) of
Hospital from MCDPH or a Program Participant, MCDPH or the Program Participant shall
immediately forward such request and any such Protected Health Information in its, his or her
possession to Hospital. If a Hospital patient (or the patient’s personal representative) requests an
amendment of Protected Health Information in a Designated Record Set of Hospital from
MCDPH or a Program Participant, then MCDPH shall or the Program Participant shall
immediately forward such request and any such Protected Health Information in its, his or her
possession to Hospital. Further, MCDPH or Program Participant shall incorporate any
amendment approved by Hospital into any amended Protected Health Information in MCDPH’s
or Program Participant’s possession.
If MCDPH or a Program Participant receives a request for an accounting of disclosures of
Protected Health Information from a Hospital patient (or the patient’s personal representative),
then MCDPH or the Program Participant shall within five days forward the request to Hospital.
MCDPH shall assist Hospital to determine whether any such request for an accounting is a
request for an accounting of Hospital’s disclosures or of MCDPH’s disclosures. If Hospital
determines that the request is a request for an accounting of MCDPH’s disclosures and MCDPH
is a Covered Entity (as defined in 45 C.F.R. § 160.103), then MCDPH shall provide the patient
with the accounting required by 45 C.F.R. § 164.528. If Hospital determines that the request is a
request for an accounting of Hospital’s disclosures, then MCDPH and Program Participants shall
within 10 days forward any information in MCDPH’s or Program Participants’ possession that is
required for Hospital to make the accounting required by 45 C.F.R. § 164.528.
No attorney-client, accountant-client or other legal or equitable privilege shall be deemed
to have been waived by MCDPH or Hospital by virtue of this Subsection.
e. Audit. MCDPH shall, within five business days of a written request from
Hospital, make available during normal business hours at MCDPH or Hospital all records,
books, agreements, systems, policies and procedures relating to the use or disclosure of PHI for
the purpose of allowing Hospital to audit and determine MCDPH’s compliance with this Section
7. If Hospital discovers any violation of this Section 7, MCDPH shall promptly remedy such
violation following receipt of written notice describing the violation from Hospital and shall
certify in writing that it cured the violation.
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f. Survival. The provisions set forth in this Section 7 shall survive
expiration or other termination of this Agreement, regardless of the cause of such termination.
8. INSURANCE.
a. MCDPH and Hospital shall secure and maintain at all times during the
Term, at their respective sole expense, commercial general liability insurance, (such coverage to
include, without limitation, claims based on a violation of Subsection 7.d. or any applicable State
law or regulation concerning the privacy of patient information, if such insurance is reasonably
available) covering themselves and their respective employees. MCDPH shall either provide
coverage on behalf of Program Participants (interns) or require Program Participants (interns) to
secure such coverage. Such coverage provided by MCDPH and Hospital may be afforded via
commercial insurance, self-insurance, a captive, or some combination thereof at limits of at least
$1,000,000 per occurrence. Such insurance shall not be cancelable except upon 30 days’ prior
written notice to the other party. Such coverage shall be primary and non-contributory. Upon
either party’s request, the other party shall provide a certificate of insurance evidencing such
coverage.
b. MCDPH and Hospital shall each secure and maintain at all times during
the Term, at their respective sole expense, workers’ compensation and employers’ liability
insurance covering their respective employees. Such coverage provided by MCDPH and
Hospital may be afforded via commercial insurance or self-insurance at the following limits:
Workers’ Compensation: Statutory limits
Employers’ Liability: $1,000,000 each accident;
$1,000,000 disease policy limit;
$1,000,000 disease each employee
Both MCDPH and Hospital agree to endorse such policy to (1) waive subrogation
in favor of each other, and (2) have a 30-day notice of cancellation. Such coverage shall be
primary and non-contributory. Upon either party’s request, the other party shall provide a
certificate of insurance evidencing such coverage.
c. MCDPH shall either provide coverage on behalf of Program Participants
(interns) or require Program Participants (interns) to secure health insurance coverage.
d. MCDPH and Hospital each shall secure and maintain at all times during
the Term, at their respective sole expense, professional liability insurance (medical malpractice),
(such coverage to include, without limitation, claims based on a violation of Subsection 7.d. or
any applicable State law or regulation concerning the privacy of patient information, if such
insurance is reasonably available) covering themselves and their respective employees. MCDPH
shall either provide coverage on behalf of Program Participants (interns) or require Program
Participants (interns) to secure such coverage. Such coverage provided by MCDPH and Hospital
may be afforded via commercial insurance, self-insurance, a captive, or some combination
thereof at limits of at least $1,000,000 per claim/occurrence and $3,000,000 aggregate. Upon
either party’s request, the other party shall provide a certificate of insurance evidencing such
coverage.
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Such insurance shall not be cancelable except upon 30 days’ prior written notice
to the other party. Such coverage shall be primary and non-contributory. This coverage shall be
either (1) on an occurrence basis or (2) on a claims-made basis. If the coverage is on a claims-
made basis, both MCDPH and Hospital hereby agree that prior to the effective date of
termination of their respective current insurance coverage, both parties shall purchase, at their
respective expense, either a replacement policy annually thereafter having a retroactive date no
later than the Effective Date or tail coverage in the above stated amounts for all claims arising
out of incidents occurring prior to termination of the respective parties current coverage or prior
to termination of this Agreement. Upon either party’s request, the other party shall provide a
certificate of insurance evidencing such coverage.
9. TERM. The term of this Agreement (“Term”), shall be from February 1, 2017
through June 30, 2021, unless either party provides the other with written notice of termination
as provided herein. The Agreement may be renewed for additional terms by the mutual consent
of both Parties.
10. TERMINATION.
a. Termination. Either party may terminate this Agreement at any time
without cause upon at least thirty (30) days’ prior written notice, provided that all interns
currently enrolled in the Program at Hospital at the time of notice of termination shall be given
the opportunity to complete their clinical Program at Hospital, such completion not to exceed
three (3) months.
b. Effect of Expiration or Other Termination. Upon expiration or other
termination of this Agreement, MCDPH shall cause Program Participants to either return or
destroy all Protected Health Information received from Hospital or created or received by
MCDPH or Program Participants on behalf of Hospital, and which MCDPH or Program
Participants still maintain in any form. Notwithstanding the foregoing, to the extent that Hospital
agrees that it is not feasible to return or destroy such Protected Health Information, the terms and
provisions of Section 7 of this Agreement shall survive termination of this Agreement and such
Protected Health Information shall be used or disclosed solely for such purpose or purposes
which prevented the return or destruction of such Protected Health Information.
11. ENTIRE AGREEMENT. This Agreement and its accompanying Exhibits contain
the entire understanding of the parties with respect to the subject matter hereof and supersede all
prior agreements, oral or written, and all other communications between the parties relating to
such subject matter. This Agreement may not be amended or modified except by mutual written
agreement. All continuing covenants, duties and obligations herein shall survive the expiration
or earlier termination of this Agreement.
12. SEVERABILITY. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, this Agreement shall remain in full force and effect in accordance
with its terms disregarding such unenforceable or invalid provision.
13. LICENSE. As between MCDPH and Hospital, Hospital is the sole and exclusive
owner of the Video. Hospital hereby grants to MCDPH a limited, non-transferable, non-
exclusive license to use and display the Video solely to perform the obligations set forth in
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Subsection 1.g. MCDPH has no right otherwise to use the Video except as set forth in this
Section.
14. DISCLOSURE OF TERMS OF AGREEMENT. Unless required by law, MCDPH shall
not shall refer to the existence of this Agreement or disclose its terms to any third party,
including, without limitation, in any press release, advertising, marketing, publicity or other
materials, without the prior written consent of Hospital. Neither party shall use the name, trade
name, trademarks, service marks or logos of the other party or any of its affiliates in any press
release, advertising, marketing, publicity or other materials, without the prior written consent of
the other party. MCDPH shall not represent, directly or indirectly, that any product or service of
MCDPH has been approved or endorsed by Hospital or any of its affiliates, without the prior
written consent of Hospital.
15. ARBITRATION. Any dispute or controversy arising under, out of or in connection
with, or in relation to this Agreement, or any amendment hereof, or the breach hereof shall be
determined and settled by final and binding arbitration in the county in which the Hospital is
located in accordance with the Commercial Rules of Arbitration (“Rules”) of the Judicial
Arbitration and Mediation Services (“JAMS”) before one arbitrator applying the laws of the
State. The parties shall attempt to mutually select the arbitrator. In the event they are unable to
mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules.
Any award rendered by the arbitrator shall be final and binding upon each of the parties, and
judgment thereof may be entered in any court having jurisdiction thereof. The costs shall be
borne equally by both parties. This provision shall survive expiration or other termination of this
Agreement, regardless of the cause of such termination.
16. ENTIRE AGREEMENT; MODIFICATION; GOVERNING LAW; COUNTERPARTS;
NOTICES; WAIVER; ASSIGNMENT. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof and supersedes all prior agreements, oral or
written, and all other communications between the parties relating to such subject matter. This
Agreement may not be amended or modified except by mutual written agreement. This
Agreement shall be construed in accordance with the laws of the State of Arizona, which
provision shall survive the expiration or other termination of this Agreement. This Agreement is
subject to the provisions of A.R.S. § 38-511. Exclusive venue and jurisdiction for any actions or
proceedings related to or stemming from this Agreement will be in the state or federal courts
sitting in Phoenix, Arizona. All notices hereunder shall be in writing, delivered personally, by
certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed
to have been duly given when delivered personally or when deposited in the United States mail,
postage prepaid, or deposited with the overnight courier addressed at the place identified on the
signature page below. A waiver by either party of a breach or failure to perform hereunder shall
not constitute a waiver of any subsequent breach or failure. MCDPH shall not assign or transfer,
in whole or in part, this Agreement or any of MCDPH’s rights, duties or obligations under this
Agreement without the prior written consent of Hospital, and any assignment or transfer by
MCDPH without such consent shall be null and void. This Agreement is assignable by Hospital
without consent or notice.
17. COMPLIANCE OBLIGATIONS. MCDPH represents it read, understands, and shall
abide by Tenet's Standards of Conduct. The parties to this Agreement shall comply with Tenet’s
Compliance Program and Tenet’s policies and procedures related to the Deficit Reduction Act of
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2005, Anti-Kickback Statute and the Stark Law. Tenet’s Standards of Conduct, summary of
Compliance Program, and policies and procedures, including a summary of the Federal False
Claims Act and applicable state false claims laws (collectively “False Claims Laws”) with
descriptions of penalties and whistleblower protections pertaining to such laws, are available at:
http://www.tenethealth.com/about/ethics-compliance. The MCDPH shall require anyone
providing services to Hospital to read the Standards of Conduct and information concerning
Tenet’s Compliance Program and abide by same. Further, the parties to this Agreement certify
that they shall not violate the Anti-Kickback Statute and Stark Law, and shall abide by the
Deficit Reduction Act of 2005, as applicable, in providing services to Hospital. Hardcopies of
any information shall be made available upon request.
18. EXCLUSION LISTS SCREENING. MCDPH shall screen all of its current and
prospective owners, legal entities, officers, directors, employees, contractors, and agents
(“Screened Persons”) against (a) the United States Department of Health and Human
Services/Office of Inspector General List of Excluded Individuals/Entities (available through the
Internet at http://www.oig.hhs.gov), (b) the General Services Administration’s System for Award
Management (available through the Internet at http://www.sam.gov); and (c) any applicable state
healthcare exclusion list (collectively, the “Exclusion Lists”) to ensure that none of the Screened
Persons are currently excluded, debarred, suspended, or otherwise ineligible to participate in
Federal healthcare programs or in Federal procurement or nonprocurement programs, or have
been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a), but
have not yet been excluded, debarred, suspended, or otherwise declared ineligible (each, an
“Ineligible Person”). If, at any time during the term of this Agreement any Screened Person
becomes an Ineligible Person or proposed to be an Ineligible Person, MCDPH shall immediately
notify Hospital of the same. Screened Persons shall not include any employee, contractor or
agent who is not providing services under this Agreement.
19. SIGNATURE AUTHORIZATION. Any individual executing this Agreement on
behalf of Hospital represents and warrants to MCDPH that they are duly authorized to execute
this Agreement on behalf of Hospital, and that upon their signature this Agreement shall be
binding upon Hospital.
20. COMPLIANCE REQUIREMENTS FOR A.R.S. § 41-4401, GOVERNMENT
PROCUREMENT; E-VERIFY REQUIREMENT.
a. Hospital warrants compliance with all federal immigration laws and
regulations relating to employees and warrants its compliance with A.R.S. § 23-214, Subsection
A (that subsection reads: “After December 31, 2007, every employer, after hiring an employee,
shall verify the employment eligibility of the employee through the E-Verify program and shall
keep a record of the verification for the duration of the employee’s employment or at least three
years, whichever is longer”).
b. A breach of warranty regarding compliance with immigration laws and
regulations shall be deemed a material breach of this Agreement and Hospital may be subject to
penalties up to and including termination of the Agreement.
c. Failure to comply with a State audit process to randomly verify the
employment records of contractors and subcontractors shall be deemed a material breach of this
Agreement and Hospital may be subject to penalties up to and including termination of the
Agreement.
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d. The State of Arizona retains the legal right to inspect the papers of any
employee who works on this Agreement to ensure that the contractor or subcontractor is
complying with the warranty under Paragraph 20.a.
e. For questions about E-Verify Hospital should visit the following web site:
http://www.uscis.gov/portal/site/uscis.
Signatures on following page
HOSPITAL:
 VHS of Arrowhead, Inc. d/b/a Abrazo Arizona Heart
Hospital
 VHS of Arrowhead, Inc. d/b/a Abrazo Arrowhead
Campus
 VHS Acquisition Corporation d/b/a Abrazo Maryvale
Campus
 VHS Acquisition Subsidiary Number 1, Inc. d/b/a
Abrazo Scottsdale Campus
 VHS of Phoenix, Inc. d/b/a Abrazo Central Campus
 Hospital Development of West Phoenix, Inc. d/b/a
Abrazo West Campus
 VHS Outpatient Clinics, Inc. d/b/a Abrazo Medical
Group
 VHS Acquisition Subsidiary Number 8, Inc. d/b/a
Abrazo Region Services
By: _________________________
Name: ______________________
Title: _______________________
Date: _______________________
Address: 10020 N. 25th Avenue
Phoenix, AZ 85021
Email:abrazophysiciancontracts@abrazohealth.co
m
12

MARICOPA COUNTY, BY AND FOR ITS DEPARTMENT OF PUBLIC HEALTH
By:
Chairman,
Maricopa County Board of Supervisors
Attest:
Clerk of the Board Date
Director, MCDPH Date
Approved as to Form Date
Deputy County Attorney
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EXHIBIT A
STATEMENT OF RESPONSIBILITY
For and in consideration of the benefit provided the undersigned in the form of
experience in evaluation and treatment of patients of ___________________________________
(“Hospital”), the undersigned and his/her heirs, successors and/or assigns do hereby covenant
and agree to assume all risks of, and be solely responsible for, any injury or loss sustained by the
undersigned while participating in the Program operated by ___________________ (“MCDPH”)
at Hospital unless such injury or loss arises solely out of Hospital’s gross negligence or willful
misconduct.
Dated this ____ day of ____________, 20__.
Program Participant
Witness
A-1

EXHIBIT B
CONFIDENTIALITY STATEMENT
The undersigned hereby acknowledges his/her responsibility under applicable federal law
and the Agreement between ______________________________________ (“MCDPH”) and
___________________________________________ (“Hospital”), to keep confidential any
information regarding Hospital patients and proprietary information of Hospital. The
undersigned agrees, under penalty of law, not to reveal to any person or persons except
authorized clinical staff and associated personnel any specific information regarding any patient
and further agrees not to reveal to any third party any confidential information of Hospital,
except as required by law or as authorized by Hospital. The undersigned agrees to comply with
any patient information privacy policies and procedures of the MCDPH and Hospital. The
undersigned further acknowledges that he or she has viewed a videotape regarding Hospital’s
patient information privacy practices in its entirety and has had an opportunity to ask questions
regarding Hospital’s and MCDPH’s privacy policies and procedures and privacy practices.
Dated this ____ day of ______________, 20__.
______________________________
Program Participant
________________________________
Witness
B-1

EXHIBIT C
HEALTH, TRAINING AND BACKGROUND SCREENING ATTESTATION
__________________________________
MCDPH NAME
HEALTH OF PROGRAM PARTICIPANTS. MCDPH affirms the Program Participant(s) listed below have
completed the following health screenings or documented health status as follows:
1. Tuberculin skin test within the past 12 months or documentation as a previous positive reactor or a
chest x-ray taken within the past 12 months; and
2. Proof of Rubella and Rubeola immunity by positive antibody titers or 2 doses of MMR; and
3. Varicella immunity, by positive history of chickenpox or proof of Varicella immunization; and
4. Proof of Hepatitis B immunization or completion of a certification of declination of vaccine**, if
patient contact is anticipated; and
5. Proof of Tetanus within the past 10 years; and
6. Proof of physical exam prior to entering the program and verification that there are no current medical
restrictions known for intern prior to starting at hospital; and
7. Proof of seasonal flu shot or completion of a certification of declination of vaccine**, if patient
contact is anticipated; and
8. Proof of negative drug screening for a clinical position at the Hospital. Such evidence shall include
10-Panel Urine Drug Screen (Amphetamines, Barbiturates, Benzodiazepines, Cocaine, Marijuana,
Methadone, Opiates, Oxycodone, Phencyclidine, Propoxyphene) and or the current requirements of
the Hospital’s RN position; and
9. Proof of CPR (Health Care Provider level).
** Certification of declination of vaccine –
 Program Participants declining for reasons other than medical contraindication or religious
objection may NOT participate in an education experience within ABRAZO; and
 Program Participants declining due to medical contradiction or a religious objection are required
to wear a face mask during an influenza surge. An ABRAZO Site Coordinator wil review the
influenza surge process and face mask protocol with Faculty/Instructors and interns prior to the
on-site experience.
TRAINING OF PROGRAM PARTICIPANTS. MCDPH affirms the Program Participants(s) and faculty listed
below have completed the following training and therefore are familiar with and will comply with:
1. OSHA Bloodborne Pathogen Standard; and
2. OSHA/CDC guidelines relative to the prevention of the transmission of Tuberculosis in health
care facilities; and
3. Video regarding Hospital’s patient information privacy policies and practices.
C-1

BACKGROUND CHECKS. MCDPH has conducted a retrospective background check on all interns
assigned to the program and members of staff/faculty responsible for supervision and/or instruction prior
to their participation in clinical activities. Unless Hospital is notified in writing, all background checks
are negative. The background check included the following:
1. Social Security number verification.
2. Criminal Search (7 years )
3. Violent Sexual Offender & Predator registry
4. HHS/OIG/SAM
5. Other:____________________________
ATTENDING INTERNS:
1. ________________________
2. ________________________
STAFF:
1. _______________________
2. _______________________
MCDPH acknowledges this information will be available to all Tenet affiliates as reasonably necessary.
MCDPH:
_____________________________
Name: _______________________
Title: ________________________
Date: ________________________
C-2